NINtec Systems Ltd

Credit rating update

• NINtec Systems has been assigned SMERA SME 1 credit rating by SMERA.
• Indicates highest credit worthiness among SMEs.
• Disclosure is available on the company's website.

NINtec Systems Limited — Closure of Trading Window from 1 October 2026; shall be re-opened after 48 hours from the declaration of Financial Results of the Company for the Quarter and Period ending on 30th September, 2026.

Governance changes at AGM 18 Sep 2026

• Re-appointed Director Rachana Gemawat on retirement by rotation at AGM held 18 Sep 2026.
• Profile: associated since 2016; background in dentistry and marketing.
• Appointed Statutory Auditor J. T. Shah & Co.; appointment date 18 Sep 2026.
• Firm profile: ICAI-registered, Ahmedabad-based with 50+ staff.
• Re-appointed Niraj Gemawat as Managing Director for five years from 29 June 2026.
• MD not liable to retire by rotation.
• Relationship: Niraj Gemawat is spouse of Director Rachana Gemawat.
• Profile: over 30 years in management and finance; MBA; BE.

AGM Details

• Date: 18 September 2026; start: 3:00 PM; end: 3:13 PM; mode: VC/OAVM.
• Record date: 11 September 2026; total shareholders on record: 7,400.
• Attendance: 2 promoters group; 42 public attended via VC.
• Total resolutions passed: 5 ordinary resolutions.

Key Resolutions & Outcomes

• Item 1 (Ordinary): Adopt standalone financial statements; passed 100% in favour.
• Item 2 (Ordinary): Adopt consolidated financial statements; passed 100% in favour.
• Item 3 (Ordinary): Re-appoint Mrs. Rachana Gemawat; passed 100% in favour.
• Item 4 (Ordinary): Appoint M/s J. T. Shah & Co as Statutory Auditors; passed 100%.
• Item 5 (Ordinary): Re-appoint Mr. Niraj Chhaganraj Gemawat as MD; passed 100%.

Appointments & Changes

• Statutory auditor appointed: M/s J. T. Shah & Co (Firm Reg. No. 109616W).
• Managing Director re-appointed: Mr. Niraj Chhaganraj Gemawat.
• Director re-appointment: Mrs. Rachana Gemawat (rotating).

AGM Details

• AGM held on 18 September 2026 via VC/OAVM at 3:00 pm.
• Remote e-voting window: 15–17 September 2026.

Resolutions

• Ordinary: adoption of standalone financial statements.
• Ordinary: adoption of consolidated financial statements.
• Ordinary: re-appointment of Mrs. Rachana Gemawat by rotation.
• Ordinary: appointment of M/s. J.T. Shah & Co. as statutory auditors.
• Special: re-appointment of Niraj Gemawat as Managing Director.

Voting Results

• Voting results pending; to be announced within statutory time.

AGM notice and annual report

• 11th AGM set for 18 September 2026 at 3:00 PM IST via VC/OAVM.
• Annual Report 2025-26 and AGM Notice dispatched to shareholders by email.
• Web links to Annual Report and Notice provided on company site.
• Notice also available on BSE/NSE/NSDL and NSDL e-voting portals.
• Shareholders without registered emails advised to use the provided web links.
• KYC details should be updated with Depository Participants.

Snapshot FY26

• Standalone revenue: ₹10,169.56 lakhs; YoY growth 18.46%.
• Consolidated revenue: ₹17,016.78 lakhs; YoY growth 21.72%.
• Standalone PAT: ₹2,779.89 lakhs; YoY growth 19.24%.
• Consolidated PAT: ₹3,201.16 lakhs; YoY growth 21.62%.
• Standalone EPS: ₹14.96; Consolidated EPS: ₹17.23.
• ROE (standalone): 42%; Operating margin: 26%.
• Standalone cash: ₹3,394.01 lakh; Consolidated cash: ₹3,880.07 lakh.
• Dividend for FY2025-26: not declared.

AI strategy & operations

• Claude embedded across the development lifecycle; six-phase AI Engineering Method.
• Over 300 Claude-trained engineers; 30+ Fortune 500 clients across 9 industries.
• ISO 9001:2015 and ISO 27001:2022 certifications.
• Six-phase AI Engineering Method enables 90%+ test coverage from sprint one.
• 90-second automated rollback on deployment issues.
• Quantum Horizon initiative exploring post-quantum security and quantum computing.

Capital structure & liquidity

• Total assets (standalone): ₹10,519.78 lakh; equity: ₹8,172.75 lakh.
• Paid-up equity capital: ₹1,857.60 lakh.
• Borrowings: ₹188.82 lakh; debt-to-equity: 0.02x.
• Working capital: standalone ₹7,899.22 lakh; consolidated ₹8,898.44 lakh.
• Cash flow from operations: ₹2,368.24 lakh; net cash from financing: ₹44.13 lakh used.

Dividends & CSR

• Dividend for FY2025-26: not declared.
• CSR spend ₹37.38 lakh; 2% average net profit ₹37.34 lakh.
• Closing retained earnings: standalone ₹6,634.69 lakh; consolidated ₹7,501.09 lakh.

Governance & internal controls

• Internal financial controls: adequate and effective; no material weaknesses.
• Secretarial audit: unqualified; five-year engagement with Tushar Vora & Associates.
• Board separation: Chairman and MD roles separated during FY2025-26.
• Auditors: standalone by Samir M. Shah & Associates; JT Shah & Co. proposed for 2026-31.
• Independent directors as at 31-Mar-2026: Mathur, Makkampara, Guhathakurta.

Board changes & leadership

• Resigned: Vishal Shah and Hursh Jani on 12 Feb 2026.
• Appointed: Mehul Ganpatbhai Makkampara and Rahul Ratankumar Guhathakurta as Independent Directors from 1 Feb 2026.
• Postal ballot: approvals for new independent directors on 19-20 Mar 2026.
• MD Niraj Gemawat re-appointed for five years from 29 Jun 2026.

Subsidiaries & geography

• Wholly owned subsidiary: NINtec Systems B.V. (Netherlands).
• Unlisted material subsidiary outside India: NINtec Systems B.V.

AGM details

• 11th AGM scheduled for 18 September 2026 at 3:00 PM IST.
• VC/OAVM mode as per MCA/SEBI circulars.